1. Aircraft Specification and Interior Configuration.

 Lessor has agreed that the Aircraft will be delivered to Lessee
meeting the Aircraft Specification and Interior Configuration applicable to new
Boeing 737-700 Aircraft being delivered to Continental. Meeting such conditions
will require special amendment to the Purchase Agreement including Aircraft
Specification D6-38808-34, Revision A - July 16, 1998, which would otherwise be
applicable thereto and other modifications after delivery of the Aircraft
(collectively, the "Modifications"). Lessor will absorb up to \*\*Material
Redacted\*\* of the cost per Aircraft to accomplish such Modifications. Lessor and
Lessee have agreed that for any Modifications costs over \*\*Material Redacted\*\*,
Lessor will fund the Modifications up to a total of \*\*Material Redacted\*\* per
Aircraft, but with a corresponding increase in the monthly Basic Rent by an
amount equal to \*\*Material Redacted\*\* of the amount by which such Modifications
costs per Aircraft actually incurred by Lessor exceed \*\*Material Redacted\*\*.
Lessee agrees to fund any excess Modification cost which exceeds \*\*Material
Redacted\*\* without recourse to or reimbursement from Lessor or any lien upon or
ownership claim in the Aircraft.